----

----

| Utah                                                                    | 90-0438712                             |
|-------------------------------------------------------------------------|----------------------------------------|
|                                                                    |                                   |
| (State      or other jurisdictionof      incorporation or organization) | (IRS      Employer Identification No.) |

----

----

----

| Large accelerated filer o |    | Accelerated filer o |    | Non-accelerated filer o(Do not check if a smallerreporting company) |    | Smaller reportingcompany x |
|------------------------------------------|--------------|-------------------------------|--------------|-------------------------------------------------------------------------------------------------------------|--------------|--------------------------------------|

----

|   | • | pertain      to the maintenance of records that, in reasonable detail, accurately and      fairly reflect the transactions and dispositions of the assets of the      Company; |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | provide      reasonable assurance that transactions are recorded as necessary to permit      preparation of financial statements in accordance with Generally Accepted      Accounting Principles, and that receipts and expenditures of the Company      are being made only in accordance with authorizations of management and      directors of the Company; and |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | provide      reasonable assurance regarding prevention or timely detection of      unauthorized acquisition, use, or disposition of the Company's assets that      could have a material effect on the financial  statements. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

| ExhibitNumber |   |                                                                                                                                                                                                          |
|---------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                          |
| 3.1           |   | Articles      of Incorporation, as amended on November 14, 2006 incorporated by      reference from 10-Q filed on August 20, 2007.                                                                            |
|          |   |                                                                                                                                                                                                          |
| 3.2*          |   | Bylaws.                                                                                                                                                                                                       |
|          |   |                                                                                                                                                                                                          |
| 3.3*          |   | Certificate      of Designations authorizing the Series A Convertible Preferred      Stock.                                                                                                                   |
|          |   |                                                                                                                                                                                                          |
| 3.4*          |   | Amended      and Restated Certificate of Designations authorizing the Series B      Convertible Preferred Stock.                                                                                              |
|          |   |                                                                                                                                                                                                          |
| 4.1**         |   | Series      B Stock Purchase Agreement, dated as of September 7, 2006, by and among,      Dolce Ventures, Inc., Vision Opportunity Master Fund, Ltd. and each of the      other investors party thereto.      |
|          |   |                                                                                                                                                                                                          |
| 4.2**         |   | Registration      Rights Agreement, dated as of September 7, 2006, by and between, Dolce      Ventures, Inc., Vision Opportunity Master Fund, Ltd.                                                            |
|          |   |                                                                                                                                                                                                          |
| 4.3**         |   | Lock-Up      Agreement, dated as of September 7, 2006, by and among, Dolce Ventures,      Inc., Leading King Investment Limited, Eloten Group, Ltd., Cheng Fang and      certain other parties named therein. |
|          |   |                                                                                                                                                                                                          |
| 4.4*          |   | Form      of Series A Warrant.                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                          |
| 4.5*          |   | Form      of Series B Warrant.                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                          |
| 4.6*          |   | Form      of Series C Warrant.                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                          |
| 4.7*          |   | Form      of Series D Warrant.                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                          |
| 4.8*          |   | Form      of Series J Warrant.                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                          |
| 4.9**         |   | Share      Exchange Agreement dated as of September 7, 2006, by and between, Dolce      Ventures, Inc., Yu-chuan Liu, and each of the other parties named      therein.                                       |
|          |   |                                                                                                                                                                                                          |
| 4.10**        |   | Stock      Purchase Agreement dated as of August 24, 2006, by and between, Gas      Investment China Co., Ltd. and each of the other parties named      therein.                                              |
|          |   |                                                                                                                                                                                                          |
| 4.11**        |   | Consulting      Agreement dated August 8, 2006, by and between Kuhns Brothers, Inc. and      Dolce Ventures, Inc.                                                                                             |
|          |   |                                                                                                                                                                                                          |
| 4.12**        |   | Engagement      Letter dated Feb 15, 2006, by and between, Beijing Zhong Ran Wei Ye Gas      Co., Ltd. and Kuhns Brothers, Inc.                                                                               |
|          |   |                                                                                                                                                                                                          |
| 4.13**        |   | Escrow      Agreement dated September 7, 2006, by and between, Gas Investment China      Co., Ltd., Vision Opportunity Master Fund, Ltd. and Kramer Levin Naftalis      & Frankel LLP.                    |
|          |   |                                                                                                                                                                                                          |
| 4.14****      |   | Securities      Purchase Agreement dated as of September 7, 2007 by and among the Company      and the investors named therein.                                                                               |

| 4.15**** |   | Registration      Rights Agreement dated as of September 7, 2007 by and among the Company      and the investors named therein.                                                 |
|----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                            |
| 4.16**** |   | Make      Good Escrow Agreement dated as of September 7, 2007 by and between the      Company, the investors and Manufacturers and Traders Trust Company, as      escrow agent. |
|     |   |                                                                                                                                                                            |
| 4.17***  |   | Series      B Stock Purchase Agreement, dated as of October 20, 2006, by and among,      Dolce Ventures, Inc., and each of the other investors named      therein.              |
|     |   |                                                                                                                                                                            |
| 4.18***  |   | Registration      Rights Agreement, dated as of October 20, 2006, by and between, Dolce      Ventures, Inc., and each of the other investors named    therein.                  |
|     |   |                                                                                                                                                                            |
| 4.19***  |   | Form      of Lock-Up Agreement, by and among, Docle Ventures, Inc., and certain      other parties namedtherein.                                                                |

----

| 4.20   |   | Securities      Purchase Agreement dated as of  November 30, 2009, between Sino      Gas International Holdings, Inc. and certain purchasers incorporated      by  reference from exhibit 10.1 to Form 8-K/A filed on January      19, 2010.                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                       |
| 4.21   |   | Pledge      Agreement dated as of November 30, 2009 between Sino Gas International      Holdings, Inc. and certain purchasers incorporated by  reference      from exhibit 10.2 to Form 8-K filed December 4, 2009.                                                              |
|   |   |                                                                                                                                                                                                                                                                                       |
| 4.22   |   | Guaranty      dated as of November 30, 2009 between Chairman and CEO of Sino Gas      International Holding, Inc. and certain purchasers incorporated      by  reference from exhibit 10.3 to Form 8-K filed December 4,      2009.                                              |
|   |   |                                                                                                                                                                                                                                                                                       |
| 4.23   |   | Voting      Agreement dated as of November 30, 2009 between a majority of the      outstanding common stock of Sino Gas International Holding, Inc.      and  certain purchasers incorporated by  reference      from exhibit 10.4 to Form 8-K filed December 4, 2009. |
|   |   |                                                                                                                                                                                                                                                                                       |
| 4.24   |   | Form      of Lock-Up Agreement between Yuchuan Liu, CEO of Sino Gas International      Holding, Inc. and certain purchasers incorporated by  reference      from exhibit 10.5 to Form 8-K filed December 4, 2009.                                                                |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.1   |   | Urban      Gas Development Agreement with Jinzhou Town incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.2   |   | Municipal      Public Utilities Franchise Agreement with Yutian County incorporated by      reference from SB-2 filed on January 11, 2008, file number      333-147998                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.3   |   | Urban      Gas Development Agreement with Yutian County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.4   |   | Urban      Gas Development Agreement with Wuqiao County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.5   |   | The      Agreement on Developing the Pipeline Gas Project with Xintang County      incorporated by reference from SB-2 filed on January 11, 2008, file number      333-147998                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.6   |   | Urban      Gas Development Agreement with Linzhang County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.7   |   | Urban      Gas Development Agreement with Ningjin County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                                                                                                                       |

| 10.8   |   | Urban      Gas Development Agreement with Luquan County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                     |
| 10.9   |   | Gas      Supply Contract- Henan Zhongyuan Lvneng High-Tech Co., Ltd incorporated by      reference from SB-2 filed on January 11, 2008, file number      333-147998      |
|   |   |                                                                                                                                                                     |
| 10.10  |   | Gas      Supply Contract-PetroChina Huabei Oilfield Company incorporated by      reference from SB-2 filed on January 11, 2008, file number      333-147998              |
|   |   |                                                                                                                                                                     |
| 10.11  |   | Gas      Supply Contract-Tianjin Dagang Oilfield Transportation Co., Ltd      incorporated by reference from SB-2 filed on January 11, 2008, file number      333-147998 |
|   |   |                                                                                                                                                                     |
| 10.12  |   | Gas      Supply Contract-Hebei Natural Gas Co., Ltd incorporated by reference from      SB-2 filed on January 11, 2008, file number  333-147998                          |

----

| 10.13  |   | Gas      Supply Contract-Xinjiang Guanghui LNG Development Co., Ltd incorporated by      reference from SB-2 filed on January 11, 2008, file number      333-147998 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                |
| 10.14  |   | Pipe      Gas Franchise Agreement for Baishan City incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                       |
|   |   |                                                                                                                                                                |
| 10.15  |   | Pipe      Gas Franchise Agreement for Si County incorporated by reference from SB-2      filed on January 11, 2008, file number 333-147998                          |
|   |   |                                                                                                                                                                |
| 10.16  |   | Pipe      Gas Franchise Agreement for Xiahuayuan District incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998               |
|   |   |                                                                                                                                                                |
| 10.17  |   | Pipe      Gas Franchise Agreement for Yu County incorporated by reference from SB-2      filed on January 11, 2008, file number 333-147998                          |
|   |   |                                                                                                                                                                |
| 10.18  |   | Pipe      Gas Franchise Agreement for Wuhe County incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                        |
|   |   |                                                                                                                                                                |
| 10.19  |   | Pipe      Gas Franchise Agreement for Zaoqiang County incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                    |
|   |   |                                                                                                                                                                |
| 10.20  |   | The      Cooperation Agreement on Gas Project in Xinji Town incorporated by      reference from SB-2 filed on January 11, 2008, file number      333-147998         |
|   |   |                                                                                                                                                                |
| 10.21  |   | The      Cooperation Agreement with Chengan County incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                       |
|   |   |                                                                                                                                                                |
| 10.22  |   | Urban      Gas Development Agreement with Nangong Town incorporated by reference from      SB-2 filed on January 11, 2008, file number 333-147998                   |
|   |   |                                                                                                                                                                |
| 10.23  |   | Pipe      Gas Franchise Agreement for Pei County incorporated by reference from SB-2      filed on January 11, 2008, file number 333-147998                         |
|   |   |                                                                                                                                                                |
| 10.24  |   | Urban      Gas Development Agreement with Gucheng County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                |

| 10.25  |   | Urban      Pipe Natural Gas Project Development Agreement with Sihong County      incorporated by reference from SB-2 filed on January 11, 2008, file number      333-147998                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                         |
| 10.26  |   | Urban      Gas Development Agreement with Changli County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                         |
|   |   |                                                                                                                                                                                         |
| 10.27  |   | Urban      Gas Development Agreement with Shenzhou Town incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                          |
|   |   |                                                                                                                                                                                         |
| 10.28  |   | Urban      Gas Development Agreement with Longyao County incorporated by reference      from SB-2 filed on January 11, 2008, file number  333-147998                                         |
|   |   |                                                                                                                                                                                         |
| 10.29  |   | Shareholders’      Agreement among  Yunnan Investment Group, Sino Gas International      Holdings, Inc. and Qujing Development Investment Co. Ltd. dated April 22,      2008 |
|   |   |                                                                                                                                                                                         |
| 10.30  |   | Equity      Interest Transfer Agreement dated among Beijing Zhong Ran Wei Ye Gas Co.      Ltd. Wuhan ShiCheng Estate Development Co. Ltd. and Song Tiegang etc.      dated April 23, 2008    |
| 16.1*  |   | Letter      dated September 7, 2006 from Dolce Ventures, Inc. to Robison, Hill &      Co.                                                                                                |

----

| 16.2*             |   | Letter      dated September 12, 2006 from Robison, Hill & Co. to the      SEC.                                                                                                                      |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                    |
| 21.1              |   | List      of Subsidiaries incorporated by reference from same exhibit number to Form      10-K filed with the SEC on March 31, 2010.                                                                    |
|              |   |                                                                                                                                                                                                    |
| 23.1              |   | Consent      of Samuel Wong & Co. PC incorporated by reference from same exhibit      number to Form 10-K filed with the SEC on March 31,  2010.                                                    |
|              |   |                                                                                                                                                                                                    |
| 31.1      † |   | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                           |
|              |   |                                                                                                                                                                                                    |
| 31.2      † |   | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.                                                                                           |
|              |   |                                                                                                                                                                                                    |
| 32.1      † |   | Certification      of Chief Executive Officer and Chief Financial Officer pursuant      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002. |
|              |   |                                                                                                                                                                                                    |
| *                 |   | Incorporated      by reference from Form 8-K filed September 7,2006.                                                                                                                               |
|              |   |                                                                                                                                                                                                    |
| **                |   | Incorporated      by reference from Form 8-K/A filed on November 28,2007.                                                                                                                               |
|              |   |                                                                                                                                                                                                    |
| ***               |   | Incorporated      by reference from Form 8-K/A filed on November 27,2007.                                                                                                                               |
|              |   |                                                                                                                                                                                                    |
| ****              |   | Incorporated      by reference from Form 8-K filed on September 14,  2007.                                                                                                                              |

----

|                      | SINO GAS INTERNATIONAL HOLDINGS, INC. |                                                                                                          |
|---------------------------|-----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|
|                      |                                                      |                                                                                                          |   |
| Date:      April 21, 2010 | By:                                                       | /s/ Yuchuan      Liu                                                                                          |   |
|                      |                                                      | Yuchuan      Liu                                                                                              |   |
|                      |                                                      | Chairman of the Board, Director,President and Chief Executive Officer |   |

| Signatures              |   | Title                                     |   | Date                |
|-------------------------|--------|-------------------------------------------|--------|---------------------|
|                    |   |                                      |   |                |
| /s/      Yuchuan Liu    |   | Chief      Executive Officer and Director |   | April      21, 2010 |
| Yuchuan      Liu        |   | (Principal      Executive Officer)        |   |                |
|                    |   |                                      |   |                |
| /s/      Yugang Zhang   |   | Chief      Financial Officer              |   | April      21, 2010 |
| Yugang      Zhang       |   |                                      |   |                |
|                    |   |                                      |   |                |
| /s/      Guowei Chen    |   | Director                                  |   | April      21, 2010 |
| Guowei      Chen        |   |                                      |   |                |
|                    |   |                                      |   |                |
| /s/      Quandong Sun   |   | Director                                  |   | April      21, 2010 |
| Quandong      Sun       |   |                                      |   |                |
|                    |   |                                      |   |                |
| /s/      Zhongsheng Liu |   | Director                                  |   | April      21, 2010 |
| Zhongsheng      Liu     |   |                                      |   |                |
|                    |   |                                      |   |                |
| /s/      Zhicheng Zhou  |   | Director      and Chief Operating Officer |   | April      21, 2010 |
| Zhicheng      Zhou      |   |                                      |   |                |

----